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EXHIBIT 5.1
[TROUTMAN SANDERS LLP LETTERHEAD]
January ___, 2001
AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096
Ladies and Gentlemen:
We have acted as your counsel in connection with the filing of a
Registration Statement (the "Registration Statement") on Form S-4 under the
Securities Act of 1933, as amended (the "Act"), relating to the registration of
11,800,000 shares of Common Stock, $.01 par value per share (the "Shares"), to
be issued in connection with the transactions contemplated by that certain
Agreement and Plan of Merger, dated November 20, 2000, as amended (the "Merger
Agreement"), by and among AGCO Corporation, Ag-Chem Equipment Co., Inc. and Agri
Acquisition Corp. This opinion is being provided at your request for use in the
Registration Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law, as
we have deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have relied upon the aforesaid instruments, certificates, records and documents
and inquiries of your representatives. Based upon the foregoing examination, we
are of the opinion that the Shares have been duly authorized and, when issued by
you in the manner contemplated by the Registration Statement (including the
declaration and maintenance of the effectiveness of the Registration Statement
and the obtaining and maintenance of all requisite regulatory and other
approvals), will be validly issued, fully paid and nonassessable. We are, in
this opinion, opining only on the Delaware General Corporation Law. We are not
opining on "blue sky" or other state securities laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" therein and in the related prospectus, and in any supplements thereto
or amendments thereof.
Very truly yours,
TROUTMAN SANDERS LLP
